ex4-02.htm

2. Types of Awards. The following types of awards (each, an “Award”) may be granted: (a) options intended to qualify as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (b) options not intended to qualify as ISOs (“NSOs” and together with ISOs, “Options”), (c) stock appreciation rights (“SARs”), (d) stock grants (“Stock Grants”), and (e) stock equivalent units (“Stock Units”).

3. Stock Subject to the Plan. Subject to the provisions of Section 12 hereof, the total number of shares of Class A Common Stock, par value $.10 per share, of the Company (each, a “Share”) which may be issued pursuant to Awards granted under the Plan is 750,000, of which a maximum of 550,000 may be issued upon the exercise of ISOs. Upon approval of the Plan, no further options will be available for grant under any prior option plan including the 2003 Directors’ Stock Option Plan and the 2000 Employees Class A Common Stock Option Plan. Shares issued under the Plan may be authorized but unissued Shares or Shares held as treasury stock. The following Shares may be used for further issuance of Awards under the Plan: (i) Shares which have been forfeited under a Stock Grant, (ii) Shares which are allocable to the unexercised portion of an Option which has expired or been terminated, and (iii) Shares which are allocable to an unexercised SAR (other than a Tandem SAR) or an unexercised Stock Unit which has expired or been terminated. Each Share issuable upon exercise of an Option or subject to a Stock Grant and each Share as to which an SAR or a Stock Unit is associated shall be counted as one Share at the time of grant for purposes of the limit set forth under this Section and the limit set forth under Section 6(b). With respect to the combination of a Tandem SAR and an Option, where the exercise of the Tandem SAR or the Option results in the cancellation of the other, each Share associated with a Tandem SAR and the associated Option will only count as one Share at the time of grant for purposes of the limits set forth in this Section and in Section 6(b).

4. Administration. The Plan shall be administered by a committee (the “Committee”) composed of no fewer than three (3) members of the Board of Directors of the Company (the “Board”) each of whom meets the definition of “outside director” under the provisions of Section 162(m) of the Code, the definition of “independence” under the provisions of Section 4200(a)(15) of the NASDAQ Marketplace Rules (or the comparable rule on any national securities exchange on which the Shares are listed) and the definition of “non-employee director” under the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or rules and regulations promulgated thereunder. Except as otherwise provided herein, the Committee shall have plenary authority in its discretion, among other things, to determine to whom among the eligible persons Awards shall be granted, the number of Shares covered by or associated with an Award, the terms of each Award, and whether any Option is intended to be an ISO or an NSO. The Committee shall have plenary authority, subject to the express provisions of the Plan, to interpret the Plan, to prescribe, amend and rescind any rules and regulations relating to the Plan and to take such other action in connection with the Plan as it deems necessary or advisable. The interpretation, construction and administration by the Committee of any provisions of the Plan or of any Award granted hereunder shall be final and binding on recipients of Awards hereunder.

5. Eligibility. All employees and non-employee directors of the Company and its subsidiaries (including subsidiaries which become such after adoption of the Plan) shall be eligible for Awards under the Plan. In making the determination as to employees to whom Awards shall be granted and as to the number of Shares to be covered by or associated with such Awards, the Committee shall take into account the duties of the respective employees, their present and potential contributions to the success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purpose of the Plan. The adoption of the Plan shall not be deemed to give any employee any right to an Award, except to the extent and upon such terms and conditions as may be determined by the Committee. Neither the Plan nor any Award granted hereunder is intended to or shall confer upon any Grantee any right with respect to continuation of employment by the Company or any of its subsidiaries.

(a) Limit on ISOs. The aggregate Fair Market Value (determined as of the date of the Option grant) of Shares with respect to which ISOs granted to an employee (whether under the Plan or under any other stock option plan of the Company or its subsidiaries) become exercisable for the first time in any calendar year may not exceed $100,000 (or such other amount as the Internal Revenue Service may decide from time to time for purposes of Section 422 of the Code). If any grant of Options is made to a Grantee in excess of the limits provided in the Code, the excess shall automatically be treated as an NSO. Only employees of the Company or any of its subsidiaries shall be eligible to receive the grant of an ISO.

(a) Annual Grant. Commencing on or after the Effective Date, each person who is serving as a non-employee director at the conclusion of any Annual Stockholders Meeting of the Company shall be automatically granted an Option to purchase 10,000 Shares. Each Option granted pursuant to this Section shall contain those terms applicable to an Option grant to a non-employee director as set forth in Section 8 hereof and, subject to Section 8(g), shall become exercisable as to 3,333 of the Shares covered thereby on the date which is six months after the date of such grant, as to 3,333 of the Shares covered thereby on the first anniversary of the grant of such Option and as to the balance of such Shares on the second anniversary of the grant of such Option.

(a) Form of Option. Each Option granted pursuant to the Plan shall be evidenced by an agreement (the “Option Agreement”) which shall clearly identify the status of the Option granted (i.e., whether an ISO or an NSO) and which shall be in such form as the Committee shall from time to time approve. The Option Agreement shall comply in all respects with the terms and conditions of the Plan and may contain such additional provisions, including, without limitation, restrictions upon the exercise of the Option as the Committee shall deem advisable.

(b) Stated Term. The term of each Option granted to an employee shall be for no more than ten years from the date of grant, or no more than five years in the case of an ISO granted to a 10% Holder (as such term is defined in Section 17), but may be for a lesser period or be subject to earlier termination as provided by the Committee, the provisions of the Plan or the Option Agreement. The term of each Option granted to a non-employee director shall be ten years from the date of grant, subject to earlier termination as provided by the provisions of the Plan or the Option Agreement.

(c) Option Exercise Price. Each Option shall state a per share option exercise price, which shall not be less than 100% of the Fair Market Value of a Share on the date of the Option grant, nor less than 110% of such Fair Market Value in the case of an ISO granted to an individual who, at the time the Option is granted, is a 10% Holder. The Fair Market Value of Shares shall be determined by the Committee based upon (i) the average of the high and low prices of the Shares on a particular date or for a particular period as reported by the National Market System of the National Association of Securities Dealers, Inc., Automated Quotation System, or (ii) such other measure of fair market value as may reasonably be determined by the Board (but consistent with the rules under Section 409A of the Code). “Fair Market Value” as used throughout the Plan shall mean the fair market value as determined in accordance with this Section.

(d) Exercise of Options. An Option may be exercised from time to time as to any part or all of the Shares as to which it is then exercisable in accordance with its terms, provided, however, that an Option may not be exercised as to fewer than 100 shares at any time (or for the remaining shares then purchasable under the Option, if fewer than 100 shares). In addition, except as otherwise provided by the Committee, Options granted to employees may not be exercised prior to the expiration of six months from the date of Option grant. The Option exercise price shall be paid in full at the time of the exercise thereof in cash, provided that the Committee may in its discretion (to the extent permitted by applicable law) permit the Grantee to pay the exercise price (i) from cash proceeds received under a broker-assisted contemporaneous sale of shares of Stock issued pursuant to such Option exercise, or (ii) by delivering to the Company certificates (or submitting such certificates by attestation) representing Shares with a Fair Market Value (determined as of the date preceding the exercise date) equal to such exercise price, provided that such Shares have been owned by the Grantee for six months and subject to such other restrictions as may be specified by the Company, or (iii) by a combination of cash, proceeds from the contemporaneous sale pursuant to clause (i) above, and the delivery of Shares pursuant to clause (ii) above. The holder of an Option shall not have any rights as a stockholder with respect to the Shares issuable upon exercise of an Option prior to the date of exercise.

(e) Non-Transferability of Options. Except as provided in the following sentence, an Option shall not be transferable other than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Grantee only by him or his legal representative. The Committee shall have discretionary authority to grant NSOs which will be transferable by the Grantee by gift to members of the Grantee's immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are the only owners. A transferred NSO shall be subject to all of the same terms and conditions of the Plan and the Option Agreement as if such NSO had not been transferred.

(ii) Termination of Employment.. Except as otherwise determined by the Committee, the number of Shares which may be purchased upon the exercise of an Option granted to an employee shall not exceed the number of Shares as to which such Option was exercisable pursuant to the Plan and the Option Agreement as of the Employment Termination Date. Upon the termination of the employment of a Grantee as a result of death, Disability or Retirement, the Option shall remain exercisable by the Grantee, or by the Grantee's estate or heirs, for a period of twelve (12) months following the Grantee’s Employment Termination Date (or, if shorter, the remainder of the Option term as set forth in the Option Agreement), provided that in the case of a termination as a result of Disability or Retirement, such Grantee was employed by the Company or any of its subsidiaries for a period of at least one year following the grant of the Option and prior to the Employment Termination Date or as otherwise determined by the Committee. Except as otherwise set forth in the preceding sentence or in the Option Agreement, an Option granted to an employee shall remain exercisable for three (3) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement) following such employee’s Employment Termination Date. For purposes of the previous sentence only, with respect to NSO grants only, an employee who continues to provide services to the Company as a non-employee director of the Company or as a consultant to the Company following termination of his employment by the Company or its subsidiary shall be deemed to continue to be an employee of the Company for the period of such provision of services or consultancy.

(iii) Other Limitations. Notwithstanding anything to the contrary in this Section 8(f), if the employment of a Grantee is terminated by the Company or any of its subsidiaries for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards, all rights under the Option shall terminate on the Employment Termination Date. In addition to the foregoing, the Committee may impose such other limitations and restrictions on the exercise of an Option following the Employment Termination Date as it deems appropriate, including a provision for the termination of an Option in the event of the breach by the Grantee of any of his or her contractual or other obligations to the Company.

(iv) Certain Definitions used herein. The term “Retirement” as used herein shall mean the termination of the employment of a Grantee with the Company or its subsidiary (other than as a result of death or Disability or willful misconduct or activity deemed detrimental to the interests of the Company as determined by the Company) on or after (A) the Grantee’s 65th birthday or (B) the Grantee’s 55th birthday if the Grantee has completed ten years of service with the Company or any of its subsidiaries. The term “Disability” as used herein shall have the meaning ascribed to “permanent and total disability” as set forth in Section 22(e)(3) of the Code.

(g) Termination of Service of a Non-Employee Director. Upon the termination of service to the Company of a non-employee director for any reason, the number of Shares which may be purchased upon the exercise of an Option granted to such director pursuant to Section 7(a) shall not exceed the number of Shares as to which such Option was exercisable pursuant to the Plan and the Option Agreement as of the date on which the Grantee ceased to serve as a director of the Company. Except as provided in the following sentence, in the event of the termination of service to the Company of a non-employee director, any Option granted to such director pursuant to Section 7(a) shall remain exercisable for three (3) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement). In the event of the termination of service to the Company of a non-employee director as a result of death, any option granted to such non-employee director pursuant to Section 7(a) shall remain exercisable for twelve (12) months (or, if shorter, the remainder of the Option term as set forth in the Option Agreement) by the Grantee's estate or heirs.

(b) Grant and Term of SARs. The term of a Freestanding SAR shall be for no more than ten years from the date of grant, but may be for a lesser period or be subject to earlier termination as provided by the Committee or the provisions of the Plan or SAR Agreement. Any Tandem SAR must be granted at the same time as the related Option is granted, and such Tandem SAR or applicable portion thereof shall terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Tandem SAR granted with respect to less than the full number of Shares covered by the related Option shall not be reduced until the number of Shares then issuable upon exercise of the related Option is equal to or less than the number of Shares covered by the Tandem SAR.

(d) Exercise and Value of SARs. An SAR may be exercised from time to time to the extent it is then exercisable in accordance with its terms. No SAR shall be exercised prior to the expiration of six months from the date of the SAR grant. Upon exercise of a Freestanding SAR, the holder will be entitled to receive an amount in cash or Shares equal to the excess of the Fair Market Value of a Share on the date of the exercise less the exercise price, multiplied by the number of Shares covered by such Freestanding SAR. Upon the exercise of a Tandem SAR, the holder may surrender any related Option or portion thereof which is then exercisable and elect to receive in exchange therefor cash or Shares in an amount equal to the excess of the Fair Market Value of such Share on the date of the exercise less the exercise price, multiplied by the number of Shares covered by the related Option or the portion thereof which is so surrendered. Any Option related to a Tandem SAR shall no longer be exercisable to the extent the related Tandem SAR has been exercised. No fractional Shares shall be issued hereunder.

(e) Payment of SAR. Payment of an SAR shall be in the form of Shares, cash or any combination of Shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the SAR or at the time of exercise of the SAR. All Shares issued upon the exercise of an SAR shall be valued at the Fair Market Value of such Shares at the time of the exercise of the SAR.

(c) Conditions. Each Stock Grant shall be subject to such conditions as the Committee shall establish (the “Conditions”), which may include, but not be limited to, conditions which are based upon the continued employment of the Grantee over a specified period of time, or upon the attainment by the Company of one or more measures of the Company’s operating performance, such as earnings, revenues, financial return ratios, total stockholder return or such other measures as may be determined by the Committee (the “Performance Conditions”), or upon a combination of such factors. Measures of operating performance may be based upon the performance of the Company or upon the performance of a defined business unit or function for which the Grantee has responsibility or over which the Grantee has influence. The Grantee shall have a vested right to the Shares subject to the Stock Grant to the extent that the Conditions applicable to such Stock Grant have been satisfied. A Grantee shall forfeit all of his right, title and interest in and to any Shares subject to a Stock Grant in the event that (and to the extent that) such Conditions are not satisfied.

(d) Limitations on Transferability. As used herein, the term “Restricted Period” means, with respect to any Shares subject to a Stock Grant, the period beginning on the Award Date and ending on the date on which the Conditions applicable to the Stock Grant have been met. During the Restricted Period, the Grantee will not be permitted to sell, transfer, exchange, pledge, assign or otherwise dispose of any Shares subject to the Stock Grant (except for Shares as to which the Grantee’s rights have vested); provided, however, that the Committee in its discretion may permit the transfer by the Grantee by gift of Shares to members of the Grantee’s immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are the only owners, it being understood that any Shares so transferred shall remain subject to all of the terms and conditions of the Plan and the applicable Stock Grant Agreement as if the Shares had not been transferred. Except as provided in the preceding sentence, any attempt to transfer Shares subject to a Stock Grant prior to the Conditions applicable to such Stock Grant being satisfied shall be ineffective.

(e) Termination of Employment. Upon termination of employment during the Restricted Period for any reason, all Shares subject to a Stock Grant as to which the Conditions have not lapsed or been satisfied or waived shall be forfeited by the Grantee and shall be retired by the Company and shall acquire the status of treasury shares as of the Employment Termination Date. The Committee may, in its sole discretion when it finds that such an action would be in the best interests of the Company, accelerate or waive in whole or in part any or all time-based or continuous service Conditions or Performance Conditions with respect to all or part of such employee Grantee’s Stock Grant, except as to any Stock Grant that is intended to constitute “performance-based compensation” under Section 162(m) of the Code, and provided the Committee may not exercise such discretion in connection with a termination of employment for gross misconduct, including without limitation, violations of applicable Company policies or legal or ethical standards.

(f) Rights as a Stockholder. Except as otherwise provided herein or as the Committee may otherwise determine, a Grantee of a Stock Grant shall have all of the rights of a stockholder of the Company, including the right to vote the Shares subject to a Stock Grant and to receive dividends and other distributions thereon, provided that distributions in the form of Shares shall be subject to all of the terms and conditions of the Plan and the Stock Grant Agreement.

11. Terms and Conditions of Stock Equivalent Units. Stock Equivalent Units, which entitle a Grantee to receive the Fair Market Value of the Shares upon the Settlement Date (as defined below) subject to satisfaction of any applicable Conditions (a “Stock Unit”), granted under the Plan shall be made subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(d) Value and Payment. The value of a Stock Unit shall be determined based on the Fair Market Value of a Share on the Settlement Date, multiplied by the number of Shares associated with the Stock Unit. The “Settlement Date” shall be the earlier of the date designated as the “Payment Date” in the Stock Unit Agreement or the Grantee’s Employment Termination Date. Settlement shall be completed by the Company as soon as practicable, but no later than seventy-five (75) days following the Settlement Date, subject however, to the provisions of Section 11(h) below. Stock Units may be settled in Shares or in cash or any combination of the two, or in any other form of consideration as determined by the Committee.

(e) Limitations on Transferability. The Grantee may not assign the Stock Unit Agreement or transfer, pledge, assign or otherwise dispose of any of his or her rights under the Stock Unit Agreement, except that the Committee in its discretion may permit the Grantee to transfer the Agreement by gift to members of the Grantee’s immediate family, including trusts for the benefit of such family members and partnerships or limited liability companies in which such family members are owners, it being understood that any Agreement so transferred shall remain subject to all of the terms and conditions of the Plan as if such Agreement had not been transferred. Except as provided in the preceding sentence, any attempt to transfer the Stock Unit Agreement or transfer the Grantee’s rights thereunder shall be ineffective.

(h) Delay in Payment. Notwithstanding anything to the contrary contained in this Section 11, so long as a payment with respect to a Stock Unit constitutes “non-qualified deferred compensation” for purposes of Section 409A of the Code, no payment will be made with respect to any Stock Unit granted to any person who, on the Settlement Date, is a “specified employee” of the Company or its subsidiaries (within the meaning of Section 409A(a)(2)(B)(i) of the Code and as determined by the Committee) on account of such Grantee’s Employment Termination Date until the date which is six months after the Settlement Date (or, if earlier than the end of such six-month period, the date of such Grantee’s death). In lieu of designating specified employees for purposes of Section 409A of the Code, the Board in its discretion may identify all employees of the Company and its subsidiaries as “specified employees” for purposes of this provision. The provisions of this Section 11(h) will not apply to payments pursuant to a Stock Unit that occur pursuant to a Change in Control (as defined in Section 12(c) below) or in connection with the dissolution of the Company.

(a) Changes in Capitalization. In the event of a change in the outstanding stock of the Company (including but not limited to changes in either the number of shares or the value of shares) by reason of any stock split, reverse stock split, dividend or other distribution (whether in the form of shares, other securities or other property, but not including regular cash dividends), extraordinary cash dividend, recapitalization, merger in which the stockholders of the Company immediately prior to the merger continue to own a majority of the voting securities of the successor entity immediately after the merger, consolidation, split-up, spin-off, reorganization, combination, repurchase or exchange of shares or other securities, or other similar corporate transaction or event, if the Committee shall determine in its sole discretion that, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, such transaction or event equitably requires an adjustment in the aggregate number and/or class of Shares available under the Plan (including for this purpose the number of Shares available for issuance under the Plan or limit under Section 6(b) or in the number, class and/or price of Shares subject to outstanding Options and/or Awards), such adjustment shall be made by the Committee and shall be conclusive and binding for all purposes under the Plan. A participant holding an outstanding award has a legal right to an adjustment that preserves without enlarging the value of such award, with the terms and manner of such adjustment to be determined by the Committee.

(b) Dissolution. Notwithstanding any other provision of this Plan or any Award Agreement entered into pursuant to the Plan, to the extent permitted by applicable law, upon a dissolution of the Company: (i) all Options and SARs then outstanding under the Plan shall become fully exercisable as of the effective date of the dissolution; and (ii) all Conditions of all Stock Grants and Stock Units then outstanding shall be deemed satisfied as of the effective date of the dissolution. In addition, the Board may in its discretion cancel all or any portion of a Grantee’s then outstanding Options, SARs and Stock Units, and in consideration of such cancellation, shall cause to be paid to such Grantee pursuant to the plan of dissolution, an amount in cash equal to the difference between the value of the per Share consideration (as determined by the Board) received by the stockholders of the Company for a Share under the plan of dissolution and any applicable exercise price. Options, SARs and Stock Units not exercised or cancelled prior to or upon a dissolution shall be terminated.

(c) Change in Control. In the event of a Change in Control as defined below, the Board (as constituted immediately prior to the effectiveness of such Change in Control) may in its discretion make such arrangements as it determines appropriate for each type of Award, including: (i) with respect to each outstanding Option, SAR and Stock Unit (A) to cause Awards to be exchanged or converted into substitute awards with respect to securities of any successor entity having an equivalent value as the original Awards to be converted, or (B) to provide that Awards shall become exercisable in full upon the effectiveness of the Change in Control, or (C) to cancel all or any portion of such Award and in consideration of such cancellation, shall cause to be paid to the Grantee upon the effectiveness of such Change in Control, an amount equal to the difference between the value of the per Share consideration (as determined by the Board) received by the stockholders of the Company in the Change in Control and any applicable exercise price; and (ii) with respect to outstanding Stock Grants which are not fully vested and are subject solely to continuous service Conditions, (A) to cause each Stock Grant to be exchanged or converted into a stock grant covering securities of any successor entity having an equivalent value to the unvested portion of the Stock Grant to be converted, or (B) to provide that all such Conditions to which such Stock Grants are subject are satisfied; and (iii) with respect to Stock Grants which are not fully vested and are subject to Performance Conditions, (A) to cause each such Stock Grant to be exchanged or converted into a stock grant covering securities of the successor entity having an equivalent value to the unvested portion of the Stock Grant and to amend the applicable Performance Conditions as appropriate, including by converting such Performance Conditions to continuous service Conditions, or (B) to provide that all such Conditions to which such Stock Grant is subject are satisfied or waived.

(i) The acquisition (other than from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company or its affiliates, or any employee benefit plan of the Company or its affiliates which acquires beneficial ownership of the Company) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either the then outstanding stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Company; or

(ii) Individuals who, as of September 18, 2007, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided that any person becoming a director subsequent to such date whose election or nomination for election was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such person whose initial assumption of office as a member of the Board occurs as a result of an actual or threatened election contest or other actual or threatened solicitation of proxies or consents; or

(iii) Consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case unless immediately following such Business Combination, persons and entities who were the beneficial owners of at least 50% of the outstanding stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, at least 50% of the combined voting power entitled to vote generally in the election of directors of the corporation resulting from such Business Combination.

(d) No Constraint on Corporate Action. Nothing in the Plan shall be construed (i) to limit or impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes to its capital or business structure, or to merge or consolidate, dissolve or sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 15, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate.

(e) Limitation on Adjustments under Section 162(m). Notwithstanding anything to the contrary in this Section 12, no adjustments shall be made under this Section 12 with respect to an Award to an employee covered under Section 162(m) of the Code to the extent such adjustment would cause an Award intended to qualify as “performance-based compensation” under that Section of the Code to fail to so qualify.

13. Stockholder Approval. The Plan is subject to the approval by the affirmative vote of a majority of the Shares present in person or represented by proxy at a duly held meeting of the stockholders of the Company within twelve months after the date of the adoption of the Plan by the Board (the date of which approval is the “Effective Date”). No Award granted under the Plan shall vest or be exercisable prior to the Effective Date. If the Effective Date shall not occur on or before September 18, 2008, the Plan and all then outstanding Awards made hereunder shall automatically terminate and be of no further force and effect.

14. Term of Plan. The Plan, if approved by the Company’s stockholders, will be effective September 18, 2007. The Plan shall terminate on September 17, 2017 and no Awards shall be granted after such date, provided that the Board may at any time terminate the Plan prior thereto. Except as provided in Section 12, the termination of the Plan shall not affect the rights of Grantees under Awards previously granted to them and all Awards shall continue in full force and effect after termination of the Plan, except as such Awards may lapse or be terminated by the terms of the Plan or the Award Agreement.

15. Amendment of the Plan. The Board shall have complete power and authority to modify or amend the Plan (including the forms of Award Agreements) from time to time in such respects as it shall deem advisable; provided, however, that the Board shall not, without approval by the affirmative vote of a majority of the Shares present in person or represented by proxy at a duly held meeting of the stockholders of the Company, (i) increase the maximum number of Shares which in the aggregate are subject to Awards or which may be granted pursuant to Options under the Plan (except as provided by Section 12), (ii) extend the term of the Plan or the period during which Awards may be granted or exercised, (iii) reduce the Option or SAR exercise price below 100% (110% in the case of an ISO granted to a 10% Holder) of the Fair Market Value of the Shares issuable upon exercise of the Option or to which the SAR relates, as applicable, at the time of the grant, other than to change the manner of determining the Fair Market Value thereof (consistent with the rules under Section 409A of the Code), (iv) except as provided by Section 12, increase the maximum number of Shares for which an employee may be granted an Award during any calendar year under the Plan pursuant to Section 6(b), (v) materially increase the benefits accruing to participants under the Plan, (vi) change the designation or class of employees eligible to receive Awards under the Plan, or (vii) with respect to Options which are intended to qualify as ISOs, amend the Plan in any respect which would cause such Options to no longer qualify for ISO treatment pursuant to the Code. No amendment of the Plan shall, without the consent of the Grantee, adversely affect the rights of such Grantee under any outstanding Award Agreement.

The Plan is intended to comply with the requirements of Section 409A of the Code, without triggering the imposition of any tax penalty thereunder. To the extent necessary or advisable, the Board may amend the Plan or any Award Agreement to delete any conflicting provision and to add such other provisions as are required to fully comply with the applicable provisions of Section 409A of the Code and any other legislative or regulatory requirements applicable to the Plan.

16. Taxes. The Company may make such provisions as it deems appropriate for the withholding of any income, employment or other taxes which it determines is required in connection with any Award made under the Plan, including requiring the Grantee to make a cash payment to the Company equal to the Company’s tax withholding obligation or deducting such amount from any payment of any kind otherwise due to the Grantee. The Company may further require notification from the Grantee upon any disposition of Shares acquired pursuant to the exercise of Options granted hereunder.

17. Code References and Definitions. Whenever reference is made in the Plan to a Section of the Code, the reference shall be to such section as it is now in force or as it may hereafter be amended. The term “subsidiary” shall have the meaning given to the term “subsidiary corporation” by Section 424(f) of the Code. The terms “Incentive Stock Option” and “ISO” shall have the meanings given to them by Section 422 of the Code. The term “10% Holder” shall mean any person who, for purposes of Section 422 of the Code, beneficially owns more than 10% of the total combined voting power of all classes of stock of the Company or of any subsidiary of the Company. The term “Grantee” means the holder of an Option, an SAR, a Stock Grant or a Stock Unit granted hereunder. The term “Award Agreement” as used herein means an Option Agreement, SAR Agreement, Stock Grant Agreement or Stock Unit Agreement.